Nor Offshore bondholders OK changes needed in order to issue new bonds

By Angela McDaniels

Tacoma, Wash., Nov. 21 – Nor Offshore SPV, Ltd. received bondholder approval to make some amendments to the bond agreement for its 8.4% senior secured callable bonds due Feb. 4, 2020, according to a notice from bond trustee Nordic Trustee ASA.

As previously reported, the amendments are needed in order to issue new bonds.

Bondholders could submit votes by e-mail or by fax. The company needed votes in favor of the amendments from the holders of at least two-thirds of the bonds by 11 a.m. ET on Nov. 21 in order to issue the additional bonds.

The holders of 97.79% of bonds for which votes were submitted voted in favor of the amendments.

The special-purpose vehicle issued $121 million of the 8.4% bonds in July to settle Harkand Finance Inc.’s obligations owed to the holders of its 7½ senior secured callable bonds due 2019.

Now, Nor Offshore is offering $15 million of bonds to the holders of the 8.4% bonds.

The company said it needs further funding in order to operate and charter its vessels and meet other costs.

All bondholders of record as of Nov. 9 are eligible to subscribe for the new bonds on a pro rata basis.

The minimum subscription amount is $120,000.

Interested bondholders were asked to notify receiving agent DNB Market (bond.syndicate@dnb.no) through Nov. 21, and the settlement date is expected to be Nov. 28.

New bond terms

The new bonds will mature Jan. 28, 2020 unless the issuer elects to extend the maturity date of the existing bonds, in which case the maturity date of the new bonds will be one week prior to the final maturity of the existing bonds.

The interest rate on the new bonds will be 15%. Interest will initially be payable in kind. Beginning March 28, 2017, interest will be payable in cash unless the payment of cash interest would result in the total amount of the debt service account being less than $10 million, in which case the interest will be paid in kind.

Beginning March 28, 2017, if more than $10.5 million is in the debt service account following the payment of cash interest, the issuer will use any amount in the debt service account exceeding $10 million to repay the new bonds at par plus accrued interest on a pro rata basis.

The new bonds will be putable at par upon a change of control.

The new bonds will be prepaid at par if a mandatory prepayment event or a total loss event occurs.

The new bonds will be callable. The redemption price will be at 102 until Dec. 28, 2017, at which time it will decline to 101.

The new bonds will be subject to a de facto super-priority ranking over the existing bonds.

Based in Aberdeen, Scotland, Harkand Finance owns and charters vessels.

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